SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAFFEI GREGORY B

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Qurate Retail, Inc. [ QRTEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Series A Cumulative Redeemable Preferred Stock	12/10/2020		M		1,133	A	$0⁽¹⁾	164,094	D
Series A Common Stock	12/10/2020		M		37,792	A	$0⁽²⁾	4,793,949	D
8% Series A Cumulative Redeemable Preferred Stock								279⁽³⁾	I	By 401(k) Savings Plan
Series A Common Stock								11,684⁽³⁾	I	By 401(k) Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units - QRTEA	⁽⁴⁾	12/10/2020		M			37,792	12/10/2020	12/10/2020	Series A Common Stock	37,792	$0.0000	0.0000	D
Restricted Stock Units - QRTEP	⁽⁵⁾	12/10/2020		M			1,133	12/10/2020	12/10/2020	8% Series A Cumulative Redeemable Preferred Stock	1,133	$0.0000	0.0000	D
Stock Option (right to buy) - QRTEA	$10.34	12/10/2020		A		1,190,259⁽⁶⁾		12/31/2024	12/10/2027	Series A Common Stock	1,190,259	$0.0000	1,190,259	D
Stock Option (right to buy) - QRTEA	$4.65⁽⁷⁾							12/31/2023	12/15/2026	Series A Common Stock	3,772,871⁽⁷⁾		3,772,871⁽⁷⁾	D
Stock Option (right to buy) - QRTEA	$14.62⁽⁸⁾							⁽⁹⁾	12/26/2024	Series A Common Stock	352,707⁽⁸⁾		352,707⁽⁸⁾	D
Stock Option (right to buy) - QRTEB	$10.25⁽¹⁰⁾							⁽⁹⁾	03/06/2026	Series B Common Stock	46,671⁽¹⁰⁾		46,671⁽¹⁰⁾	D
Stock Option (right to buy) - QRTEB	$13.56⁽¹¹⁾							⁽⁹⁾	05/11/2024	Series B Common Stock	270,434⁽¹¹⁾		270,434⁽¹¹⁾	D
Stock Option (right to buy) - QRTEB	$14.27⁽¹²⁾							⁽⁹⁾	03/29/2023	Series B Common Stock	1,283,187⁽¹²⁾		1,283,187⁽¹²⁾	D
Stock Option (right to buy) - QRTEB	$15.78⁽¹³⁾							⁽⁹⁾	03/05/2025	Series B Common Stock	308,183⁽¹³⁾		308,183⁽¹³⁾	D
Stock Option (right to buy) - QRTEB	$16.71⁽¹⁴⁾							⁽⁹⁾	03/31/2022	Series B Common Stock	197,783⁽¹⁴⁾		197,783⁽¹⁴⁾	D
Stock Option (right to buy) - QRTEB	$16.97⁽¹⁵⁾							⁽⁹⁾	12/24/2021	Series B Common Stock	1,137,228⁽¹⁵⁾		1,137,228⁽¹⁵⁾	D

Explanation of Responses:

1. Each restricted stock unit converted into one share of 8% Series A Cumulative Redeemable Preferred Stock.

2. Each restricted stock unit converted into one share of Series A Common Stock.

3. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2020.

4. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.

5. Each restricted stock unit represents a contingent right to receive one share of 8% Series A Cumulative Redeemable Preferred Stock.

6. This grant is made pursuant to the employment agreement between the reporting person and Liberty Media Corporation ("LMC"), effective December 13, 2019 (the "Agreement"). Pursuant to the Agreement, thereporting person is entitled to receive term equity awards with an aggregate grant date fair value of $90 million, granted in two equal tranches. The first tranche was granted in December 2019. The second tranche consists of time-vested stock options from each of LMC, Qurate Retail, Inc., Liberty Broadband Corporation and GCI Liberty, Inc., and time-vested restricted stock units (the "RSUs") from Liberty TripAdvisor Holdings, Inc.("LTAH") (collectively, the "2020 term awards"). The 2020 term awards vest, in each case, on December 31, 2024, subject to the reporting person's continued employment (except LTAH's award of time-vested RSUs whichvests on the fourth anniversary of its grant date), except as described in the Agreement.

7. On November 20, 2020, the Issuer announced that its board of directors declared a special cash dividend in the amount of $1.50 per share on each outstanding share of its common stock payable on December 7, 2020 to all holders of record as of 5:00 p.m., New York City time, on November 30, 2020 (the "Dividend"). This stock option award was previously reported as an option relating to 3,513,487 shares of the Issuer's Series A common stock at an exercise price of $4.98 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

8. This stock option award was previously reported as an option relating to 328,920 shares of the Issuer's Series A common stock at an exercise price of $15.68 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

9. The derivative security is fully vested.

10. This stock option award was previously reported as an option relating to 43,081 shares of the Issuer's Series B common stock at an exercise price of $10.99 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

11. This stock option award was previously reported as an option relating to 252,463 shares of the Issuer's Series B common stock at an exercise price of $14.54 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

12. This stock option award was previously reported as an option relating to 1,198,078 shares of the Issuer's Series B common stock at an exercise price of $15.30 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

13. This stock option award was previously reported as an option relating to 287,601 shares of the Issuer's Series B common stock at an exercise price of $16.92 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

14. This stock option award was previously reported as an option relating to 184,477 shares of the Issuer's Series B common stock at an exercise price of $17.92 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

15. This stock option award was previously reported as an option relating to 1,060,524 shares of the Issuer's Series B common stock at an exercise price of $18.20 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

	/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei	12/14/2020
	** Signature of Reporting Person	Date
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